1. What are general partnership and limited partnership? A "general partnership" consists of general partners who are jointly and severally liable for the debts of the partnership. "Limited partnership" consists of general partners and limited partners. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed. General partner is GP, general partner, limited partner is LP, limited partner. Limited partners are very similar to shareholders in the company system. They can't contribute with labor services, and they can only bear limited liability within the scope of their contribution.
2. What is the difference between a limited partnership and a limited liability company? (1) The form of taking responsibility.
A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership.
Special general partnership: if one partner or several partners cause debts of the partnership enterprise due to intentional or gross negligence in their practice activities, they shall bear unlimited liability or unlimited joint liability, and other partners shall bear the liability to the extent of their share of property in the partnership enterprise.
Limited partnership consists of general partner and limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed.
The company is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for its debts with all its property.
Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution.
(2) Number of partners (number of shareholders)
A partnership enterprise shall be established by two or more partners, and a limited partnership enterprise shall be established by two or more but not more than fifty partners.
A limited liability company shall be established by capital contribution of less than 50 shareholders.
(3) Requirements for the mode of capital contribution
A partnership enterprise may contribute capital in cash, in kind, intellectual property rights, land use rights or other property use rights and labor services. However, a limited partner in a limited partnership enterprise cannot contribute with labor services.
A limited liability company may use money, physical objects, intellectual property rights, land use rights and other non-monetary property that can be valued in money and transferred according to law as its capital contribution. In addition, when a limited liability company is first established, the monetary contribution of all shareholders and promoters shall not be less than 30% of the registered capital.
A limited liability company may not contribute capital with labor services.
(4) Registered capital requirements
There is no requirement for the registered capital of the partnership.
The minimum registered capital of a limited liability company is RMB 30,000, of which the minimum registered capital of a one-person limited liability company is RMB 654.38+10,000.
(5) Implementing partnership affairs (organization of the company)
Partners have equal rights to carry out partnership affairs.
If one or more partners are entrusted to perform partnership affairs, the other partners will no longer perform partnership affairs.
Partnership affairs are carried out by the general partner. The executive partner may require that the remuneration and the method of remuneration extraction for executive affairs be stipulated in the partnership agreement.
A limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs.
The shareholders' meeting is the authority of the company.
At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association.
Where a limited liability company has a board of directors, its members shall be three to thirteen.
The board of directors is responsible to the shareholders' meeting.
A limited liability company may have a manager, who shall be appointed or dismissed by the board of directors. The manager is accountable to the board of directors.
(6) Transactions between partners and partnership enterprises (obligations of directors and senior managers to the company)
Partners may not engage in business that competes with the partnership alone or in cooperation with others.
Unless otherwise agreed in the partnership agreement or unanimously agreed by all partners, partners may not conduct transactions with the partnership enterprise.
A limited partner may conduct transactions with the limited partnership enterprise; However, unless otherwise agreed in the partnership agreement.
A limited partner may engage in business that competes with this limited partnership alone or in cooperation with others; However, unless otherwise agreed in the partnership agreement.
Directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association of the company, and have the obligation of loyalty and diligence to the company. (For more detailed provisions, see Chapter VI of the Company Law.)
(VII) Pledge of property share (external guarantee of the company)
Where a partner pledges his share of the property in the partnership, it must be unanimously agreed by the other partners.
A limited partner may pledge his share of property in a limited partnership; However, unless otherwise agreed in the partnership agreement.
Where a company invests in other enterprises or provides guarantees for others, it shall be decided by the board of directors or the shareholders' meeting in accordance with the articles of association.
(8) Tax payment requirements of enterprises
There is no need to pay enterprise income tax on the income of the partnership, but the partners pay individual income tax on the distribution of profits obtained by individuals from the partnership.
Limited liability companies need to pay enterprise income tax on the income of enterprises, and shareholders also need to pay individual income tax on the distribution of profits that individuals get from the company.
(9) Profit distribution
Partnership enterprise: the profit distribution method is agreed in the partnership agreement in principle. If there is no agreement or the agreement is unclear, it will be distributed according to the proportion of the paid-in capital contribution of the partners; If the proportion of capital contribution cannot be determined, it shall be shared equally by the partners.
Limited liability company: In principle, the profit distribution method shall be based on the proportion of the paid-in capital contribution of shareholders, unless it is agreed not to be distributed according to the proportion of the paid-in capital contribution.
Compared with limited liability companies, partnership enterprises can better reflect the characteristics of "humanity" and have more flexibility in profit distribution.
(10) Transfer of capital contribution and preemptive right.
Unless otherwise agreed in the partnership agreement, when a partner transfers all or part of his share of property in the partnership to a person other than the partner, it must be unanimously agreed by the other partners.
When transferring all or part of the property share in the partnership between partners, the other partners shall be informed.
Where a partner transfers his share of the property in the partnership to a person other than the partner, other partners have the preemptive right under the same conditions; However, unless otherwise agreed in the partnership agreement.
A limited partner may, in accordance with the partnership agreement, transfer his share of the property in the limited partnership to a person other than the partner, but shall notify the other partners 30 days in advance.
Shareholders of a limited liability company may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders.
Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.
(eleven) the basis of enterprise behavior
The behavior of a partnership enterprise is mainly bound by the partnership enterprise law and the partnership agreement.
The behavior of a limited liability company is mainly restricted by the company law and the articles of association.
The biggest difference between the two is that:
1. registered capital limit: the partnership has no legal minimum investment, but the company has registered capital requirements.
2. Companies are subject to greater supervision than partnerships. For example, the escape of registered capital may face criminal punishment.
3. Limited company is a combination of human resources and capital, and the cooperation of all parties is based not only on human cooperation, but also on capital cooperation. However, partnership is the most obvious cooperation between people who trust each other.
Three. Tax Policy on Limited Partnership (1) A limited partnership consists of general partners and limited partners. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed. Compared with corporate enterprises, the organizational forms and nature of these two enterprises are different, and there are obvious differences in the application of tax policies, especially in the obligation to pay income tax.
(2) A limited partnership consists of a general partner and a limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed. Compared with corporate enterprises, the organizational forms and nature of these two enterprises are different, and there are obvious differences in the application of tax policies, especially income tax obligations. However, due to the short birth time of limited partnership in China, the relevant supporting policies are not perfect.
The above is about what is general partnership and limited partnership. General partnership includes general general partnership and special general partnership, the latter is generally only applicable to specialized service institutions that provide paid services to customers with specialized knowledge and skills.